Virgin Islands Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above Introduction: The Virgin Islands Indemnification Agreement is a legally binding document that outlines the terms and conditions under which a corporation agrees to indemnify its directors and non-director officers at the vice president level and above. This agreement is designed to provide protection for these individuals against potential legal claims and liabilities that may arise from their roles and responsibilities within the corporation. Types of Virgin Islands Indemnification Agreements: 1. General Indemnification Agreement: This type of agreement provides broad protection to directors and officers, covering a wide range of actions and decisions made in the performance of their duties. It ensures that they will be reimbursed for any legal costs or expenses incurred as a result of claims brought against them. 2. Indemnification Agreement with Limitations: Some agreements may include certain limitations or restrictions on the scope of protection provided. For instance, the corporation may specify that it will not indemnify directors and officers for actions that involve dishonesty, fraud, or intentional misconduct. 3. Advancement of Expenses Agreement: This agreement allows directors and officers to request advances for legal expenses prior to the resolution of any claims or lawsuits. This ensures that they have the necessary funds to defend themselves while awaiting reimbursement. Key Elements of the Virgin Islands Indemnification Agreement: 1. Indemnification Scope: The agreement outlines the extent to which the corporation will indemnify directors and officers. This may include coverage for legal fees, settlements, judgments, and other expenses incurred in connection with legal proceedings. 2. Standard of Conduct: The agreement may specify the standard of conduct that directors and officers must adhere to in order to qualify for indemnification. This typically includes acting in good faith, with reasonable belief, and in the best interests of the corporation. 3. Procedure for Making Indemnification Claims: The agreement details the process for directors and officers to submit claims for indemnification, including the documentation required and any timelines or limitations imposed. 4. Reimbursement and Advancement of Expenses: The agreement specifies how and when directors and officers will be reimbursed for expenses incurred, or in the case of an advancement agreement, how advances will be repaid if the claim is ultimately found to be unjustified. 5. Governing Law: The agreement may define the applicable laws and jurisdiction under which it will be interpreted and enforced. Conclusion: A Virgin Islands Indemnification Agreement between a corporation and its directors and non-director officers at the vice president level and above provides essential protection for these individuals in the event of legal claims and liabilities. Its comprehensive terms ensure that they can confidently carry out their responsibilities, knowing that they will be supported and indemnified by the corporation.
Virgin Islands Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above
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Indemnity insurance is one way to be protected against claims or lawsuits. This insurance protects the holder from paying the full amount of a settlement, even if it is his fault. Many businesses require indemnity for their directors and executives because lawsuits are common.
Section 145(b) empowers a corporation to indemnify its directors against expenses incurred in connection with the defense or settlement of an action brought by or in the right of the corporation, subject to the standard of conduct determination, and except that no indemnification may be made as to any claim to which ...
In the indemnification agreement, the corporation agrees to reimburse the director or officer for losses incurred in legal proceedings related to their service as a corporate director or officer to the maximum extent permitted by law.
Indemnification clauses are contractual provisions that require one party (the ?Indemnitor?) to indemnify another party (the ?Indemnitee?) for losses that the Indemnitee may suffer. In prime contracts, the owner usually is the Indemnitee and the contractor is the Indemnitor.
Indemnification, also referred to as indemnity, is an undertaking by one party (the indemnifying party) to compensate the other party (the indemnified party) for certain costs and expenses, typically stemming from third-party claims.
Typically, an insurance contract dictates that the insurer, also known as the indemnitor, agrees to compensate the other party involved (the insured or the indemnitee) for any damage or losses in return for premiums paid by the insured. University of Wisconsin System. "Hold Harmless and Indemnity Agreements."
The indemnity clause is a risk-shifting provision that requires the contractor to defend, reimburse, and ?hold harmless? the owner and architect from claims and liability ?arising out of? the contractor's work.
Insurance ? The indemnification agreement typically will require that the company provide D&O liability insurance that protects the indemnitee to the same extent as the most favorably insured of the company's and its affiliates' current directors and officers.